Condensed Consolidated Statement of Cash Flow

Condensed Consolidated financial results for the year ended 31 December 2024

Note 1              General Information

Focus Xplore PLC ("Focus Xplore" or the "Company") is a Company incorporated in England & Wales as a public limited Company. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Company's registered office is located at c/o Arch Law Limited, Huckletree Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ.

The principal activities of the Group are related to the evaluation and exploration studies within a licenced portfolio area with a view to generating commercially viable mineral resources.

The individual financial statements of the Company ("Company financial statements") have been prepared in accordance with the Companies Act 2006 which permits a Company that publishes its Company and Group financial statements together, to take advantage of the exemption in Section 408 of the Companies Act 2006, from presenting to its members its Company Income Statement and related notes that form part of the approved Company financial statements.

Note 2              Going Concern

In the past the Group has raised funds via equity contributions from new and existing shareholders, thereby ensuring the Group remains a going concern until such time that revenues are earned through the sale or development and mining of a mineral deposit. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in future. The solvency and liquidity risk of the group is included in the funding risk detailed in the strategic report.

The directors regularly review cash flow requirements to ensure the Group can meet financial obligations as and when they fall due. Due to funding constraints during the year, expenditure was managed and monitored with due care. The firm actions taken to address the current liability position that increased during the year under review are set out below. Actions include the fundraise that took place after year-end.  The directors have evaluated the Group's liquidity risk and liquidity requirements to confirm whether the Group has adequate cash resources and working capital to continue as a going concern for the foreseeable future. The directors assessed available information about the future, possible outcomes of planned events, and the responses to such events and conditions that would be available to the Board.

There is a material uncertainty related to the events or conditions described below that may cast significant doubt on the entity's ability to continue as a going concern, and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.  

 The Group currently generates no revenue and had a net liability position of £325,463 as at 31 December 2024 (31 December 2023: net liabilities of £638,288). As at year end, the Group had liquid assets in the form of cash and cash equivalents of £6,549 and no other financial asset balances receivable (2023: £414 and £nil).

Considering the net current liability position of £325,463, the Directors have reviewed the cash flow forecasts, based on the existing budget, and evaluated to prior year actuals. The forecast includes estimates and assumptions regarding future costs and the timing of these. The financial forecast does not include non-committed cash inflows or expenditure.

In order to manage working capital expenditure, a capital placing of 673m share (with a placing value of £336,500) was completed during April 2025. The proceeds are being used to advance the exploration work and pay for working capital expenditure. The Focus Xplore priority projects are prospective for uranium, lithium, and magnet metals (selected rare earth elements) in Ontario, Canada. 

The fundraise is providing a solid foundation for implementing the revitalisation plan and propelling the Company forward to a sustainable future. Based on the current forecast, the Group still does not have sufficient cash to meet its liabilities and finance day to day operations for the next 12 months after the issue of this report,shortage of c. £473k is forecast. The Group currently has a positive, but limited cash balance. This will be sufficient to cover ongoing required expenditure into August 2025. 

If the Directors are unable to secure sufficient funding, they could be forced to take all necessary steps to reduce outgoings and/or take other actions which could include the sale of assets or the winding up the Company. 

The directors believe that additional funding can be obtained to enable the Company and the Group to continue in existence for a period of at least 12 months at the date of approval of these financial statements. However, there is no guarantee that sufficient cash inflows from equity fundraising or other sources will be forthcoming in the timeframe required. This represents a material uncertainty in relation to the funding arrangements of the Group which may result in the Company and the Group not being a going concern.

The directors continue to review the Group's options to secure additional funding for its general working capital requirements. The Group and Company will also require additional finance in order to progress work on its current assets and bring them to commercial development and cash generation. Such development is dependent on successful exploration activity and technical reports, and then on securing further funding.  Additional capital raising will be required to finance potential acquisition targets and corporate development needs, as well as meeting its financial obligations as they become due.

The evaluation of the going concern considers that Focus Xplore has a strong proven track record of being able to source funding on an ongoing basis, even in difficult market conditions, and it expects to be able to continue doing so.

Various sources of funding are being considered, most notably:

·      Exercise of outstanding Warrants

·      Further Capital Placings 

·      Credit Loan Notes

Focus Xplore also enjoys strong support, with specific reference to funding, from its corporate broker, First Equity Ltd, which also has a proven track record of being able to facilitate ongoing funding.

The Directors continue to monitor and manage the Company's cash and overheads carefully in the best interests of its shareholders. Whilst the Directors continue to consider it appropriate to prepare the financial statements on a going concern basis, the above constitutes a material uncertainty that the shareholders should be aware of.

Note 3              Audited results

These condensed consolidated financial results have been extracted from the audited financial statements but are not in itself audited.

Note 4              Basic and dilutive loss per share

The basic loss and weighted average number of ordinary shares used for calculation purposes comprise the following:

The Company had warrants in issue as at 31 December 2024 and 2023 though the inclusion of such warrants in the weighted average number of shares as possible dilutive instruments in issue during 2024 and 2023 would be anti-dilutive and therefore they have not been included for the purpose of calculating the loss per share.

Note 5              Exploration and evaluation assets

Exploration and evaluation assets consist solely of separately identifiable prospecting assets held by Kibo Nickel and its subsidiaries.

There are no intangible prospecting assets as at period end. The current prospecting projects have not satisfied any capitalisation requirements in terms of the Group's accounting policies.

Exploration and evaluation assets are not amortised, due to the indefinite useful life, which is attached to the underlying prospecting rights, until such time that active mining operations commence, which will result in the exploration and evaluation asset being amortised over the useful life of the relevant mining licences.

Exploration and evaluation assets with an indefinite useful life are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount, the Group measures, presents and discloses any resulting impairment loss in accordance with IAS 36.

One or more of the following facts and circumstances indicate that the Group must test exploration and evaluation assets for impairment (the list is not exhaustive):

a)    the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed.

b)    substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

c)     exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.

d)    sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Management have considered indicators of impairment in relation to the exploration and evaluation assets and have identified potential indicators as at period end. The following factors were considered by management:

·      The period for which the entity has the right to explore in the specific area;

·      Substantive expenditure required on further exploration for and evaluation of mineral resources in the specific area which is neither budgeted nor planned;

·     Whether the exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

·     Sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Management has performed an assessment of the projects and has maintained its view that the carrying value is £Nil (2023: £Nil) as there has been insignificant changes to the status of the projects since the prior year. There have been no indicators that the impairments previously recognised are to be reversed.

Refer to the accounting policy relating to the use of estimates and judgements for exploration and evaluation assets for further detail relating to the determination of the key estimates and judgements.

Note 6              Other financial assets

Lake Victoria Gold Receivable

Following various administrative difficulties in transferring ownership of Reef Miners Limited from Kibo Gold Limited to Lake Victoria Gold Limited, both parties concluded on 07 March 2022 to cancel the previous Sale of Share Agreement by mutual consent.

As per the cancellation agreement, the Reef Transaction was cancelled by mutual agreement between the parties, with neither party having any claim against another party following specifically from the cancellation agreement.

On the same day Focus Xplore plc (at the time known as Katoro Gold plc) and Lake Victoria Gold Limited entered into a "Joint Venture Agreement". Under the terms and conditions of the "Joint Venture Agreement", Lake Victoria Gold Limited became the 80% shareholder of Kibo Gold Limited, Cypriot subsidiary of Focus Xplore plc, on the date of the Agreement with Focus Xplore plc owning the remaining 20%.

Prior to the implementation of the above "Joint Venture Agreement", Focus Xplore plc held 200 ordinary shares in the equity of Kibo Gold Limited, constituting 100% of the issued share capital in the company.

On the effective date, Lake Victoria Gold Limited subscribed for 800 new shares in Kibo Gold Limited, equal to 80% of the total issued share capital of the company on conclusion of the "Joint Venture Agreement", for the subscription amount of €88,000.

Focus Xplore plc indemnifies Lake Victoria Gold Limited against any claims resulting from the cancellation of the Sale of Share Agreement. The position of ownership of Reef Mining Limited was completely returned to Focus Xplore plc, and no contingent amounts are due and payable by Lake Victoria Gold Limited in this regard.

As per the "Joint Venture Agreement", the Conditions Precedent for the conclusion of the Share Issue have been met on the 7th of March 2022 and that the "effective date" of transfer of ownership of 80% of the shareholding is on the 7th of March 2022, as the issued shares to Lake Victoria Gold Limited rank Pari-Passu with the issued shares.

The "Joint Venture Agreement" furthermore details the following requirements:

•     Lake Victoria Gold Limited will contribute capital to Kibo Gold Ltd in the form of a shareholder's loan amounting to €792,000;

•     Lake Victoria Gold Limited will be obliged to declare a preference dividend to Focus Xplore Plc in the amount of €792,000 which is payable in any number of instalments by the earlier of 31 December 2023 and the date it ceases to be a shareholder in the company; and

•     In the event that the preference dividend has not been declared and paid by Kibo Gold Limited to Focus Xplore plc by 31 December 2023, the outstanding balance owing will be paid by Lake Victoria Gold Limited to Focus Xplore plc directly.

The investment in Kibo Gold Ltd was as of 7 March 2022 recognised as an associate to reflect the terms of the "Joint Venture Agreement".

The receivable in Lake Victoria Gold has been fully impaired at 31 December 2024 (2023: £Nil) due to the credit risk of LVG, which is as a result of previous payments not being received as they became due.

Blyvoor Joint Operations

On 30 January 2020, the Group entered into a Joint Venture Agreement with Blyvoor Gold Mines (Pty) Ltd, whereby Focus Xplore plc and Blyvoor Gold Mines (Pty) Ltd would become 50/50 participants in an unincorporated Joint Venture.

In accordance with the requirements of the Joint Venture Agreement, the Focus Xplore Group was to provide a ZAR15.0 million loan (approximately £790,000) to the JV ('the Focus Xplore Loan Facility'), which will fund ongoing development work on the Project.

As at year end, the Group has advanced funding in the amount of £1,120,101 (2023: £1,136,661) of which 100% relate to expenditure allocated to the Joint Venture operations, carried by the Focus Xplore plc Group. The funding advanced during the year amounted to £Nil (2023: £Nil) and the remainder of the balance of £151,025 relates to change in translation rate during the year.

The Focus Xplore Loan Facility would have formed part of the development capital project financing that Focus Xplore was required to procure in accordance with its obligations contained in the Acquisition Agreement, provided that:

·     the balance of the Focus Xplore Loan Facility then outstanding shall be subordinated to third party creditors participating in the development capital project financing.

·      the Focus Xplore Loan Facility will bear interest at the 12-month London Inter Bank Offered Rate, or its successor; and

·      the Focus Xplore Loan Facility will be repayable within 12 months after:

-       the last third-party creditor participating in the project financing shall have been paid; or

-       any earlier date on which the Parties may agree.

As at reporting period end, the counterparty to the Acquisition Agreement had failed to deliver all the required documentation to satisfy the last condition precedent, therefore the Group is considering its position and options in this matter.

Note 7              Investments in associates

Investment in associates consists of equity investments where the Group has an equity interest between 20% and 50% and does not exercise control over the investee.

The following reconciliation serves to summarise the composition of investments in associates as at year end.

Note 8              Share Capital and other equity reserves

The called-up and fully paid share capital of the Company is as follows:

All ordinary shares issued have the right to vote, right to receive dividends, a copy of the annual report, and the right to transfer ownership of their shares.

The following share transactions took place during the period 1 January 2024 to 31 December 2024:

·      On 12 February 2024 750,000,000 shares in Focus Xplore were issued at par value of £0.001 as part of a capital placing.

·      On 14 February 2024 75,000,000 shares in Focus Xplore were issued at par value of £0.001 as part of a capital placing.

·      On 12 February 2024 38,305,000 shares in Focus Xplore were issued at par value of £0.001 in settlement of Kibo Energy recharge costs.

·      On 12 February 2024 63,617,880 shares in Focus Xplore were issued at par value of £0.001 in settlement of directors' fees.

A reconciliation of share capital is set out below:

All ordinary shares issued have the right to vote, right to receive dividends, a copy of the annual report, and the right to transfer ownership of their shares.

Note 9              Board of Directors

Throughout the financial year, and up to the date of this report post year end, the Board of Directors comprised the following members, who served as Directors of the Company:

·      Sean Wade - Chairman (Non-Executive Director) (appointed on 29 February 2024)

·      Louis Coetzee (Non-Executive Chairman) (resigned on 28 Jun 2024)

·      Patrick Cullen - Chief Executive Officer (Executive Director) (appointed on 4 July 2024)

·      Louis Scheepers (Non-Executive Director)

·      Lukas Marthinus Maree (Tinus Maree) (Non-Executive Director)

·      James Tosh (Non-Executive Director) (appointed on 23 April 2025)

Note 10           Subsequent events

The Company announced a fundraise on 10 February 2025. It was completed during April 2025 whereby 673 000 000 ordinary shares were issued and a total of £307,500 was raised.

At the General Meeting ("GM") held on 28 February 2025 the subdivision of shares was approved.

On 18 March the Company acquired 100% of the share capital of 31 Explore Ltd in a premium-priced warrant-only transaction. The Company issued 375,000,000 warrants priced at 0.10p and 375,000,000 priced at 0.15p.

The Company has formally changed its name to Focus Xplore Plc. effective 7 April 2025.

All the above are considered non-adjusting events after the reporting period.

Note 11           Commitments and contingencies

The Group does not have identifiable material contingencies or commitments as at the reporting date.

Note 12           Segment report

IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specific criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the Chief Operating decision maker. The Chief Executive Officer is the Chief Operating decision maker of the Group.

Management currently identifies two divisions as operating segments - Mining (Sub-holding Company and operating entities) and Corporate (Ultimate Holding Company). These operating segments are monitored, and strategic decisions are made based upon them together with other non-financial data collated from exploration activities. Principal activities for these operating segments are as follows:

Geographical segments

The Group operates in four principal geographical areas - Canada, Tanzania, Cyprus and the United Kingdom.

Directors, officers and professional advisers

Board of Directors                                           Sean Wade (Non-executive Chairman)

                                                                               Patrick Cullen (Chief Executive Officer)

                                                                               Louis Scheepers (Non-executive Director)

                                                                               Lukas Maree (Non-executive Director)

                                                                               James Tosh (Non-executive Director)

Company Secretary:                              Shaun Zulafqar

                                                                               Arch Law Limited

                                                                               8 Bishopgate

                                                                               London

                                                                               EC2N 4BQ

Auditors:                                                             Crowe U.K. LLP

                                                                               55 Ludgate Hill

                                                                               London

                                                                               EC4M 7JW

Broker:                                                                First Equity Limited

                                                                               Salisbury House

                                                                               London Wall

                                                                               London EC2M 5QQ

                                                                               United Kingdom

Nominated adviser:                                         Beaumont Cornish Limited

                                                                               Ninth Floor, Landmark

                                                                               566 Cheswick High Road

                                                                               London

                                                                               W4 5YA

Nominated Adviser

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.